Comcast Announces Superior Cash Proposal for Sky

February 27, 2018 02:14 AM Eastern Standard Time

LONDON & PHILADELPHIA--(BUSINESS WIRE)--Comcast Corporation (Nasdaq:CMCSA) today published a Rule
2.4 announcement (under the City Code On Takeovers And Mergers (the
“Code”)) regarding a possible offer which is a superior cash proposal to
acquire Sky. Sky is a leading consumer entertainment company in Europe,
providing exceptional entertainment and communications services
primarily in the UK, Germany, and Italy.

Comcast’s announcement of a superior cash proposal of £12.50 per share
represents a 16% increase in value over the existing 21st
Century Fox offer for Sky. Comcast’s superior cash proposal implies an
equity value of $31bn (£22bn) for Sky.

A combination would bring attractive financial benefits to Comcast
shareholders, and is expected to be accretive to Comcast’s free cash
flow per share in year one.

“We think Sky is an outstanding company. It has 23 million customers and
leading positions in the UK, Italy, and Germany. Sky has been a
consistent innovator in its use of technology to deliver a fantastic
viewing experience and has a proud record of investment in news and
programming. It has great people and a very strong and capable
management team,”said Brian L. Roberts, Chairman and CEO of
Comcast Corporation.

Roberts added, “Comcast intends to use Sky as a platform for
growth in Europe. We already have a strong presence in London through
our NBCUniversal international operations, and we intend to maintain
Sky’s UK headquarters. Adding Sky to the Comcast family of businesses
will increase our international revenues from 9% to 25% of Company
revenues.”

The acquisition would enhance the entertainment, distribution, and
technology leadership of Comcast, and importantly expand Comcast’s
international footprint to more effectively compete in the rapidly
changing and intensely competitive entertainment and communications
landscape. The combined business would create compelling opportunities
for growth and innovation.

Investor Conference Call Details

Comcast will host two conference calls with the financial community
today, February 27, 2018. The conference calls and related materials
will be broadcast live and posted on its Investor Relations website at www.cmcsa.com.
Details for the calls are as follows:

Comcast Corporation (Nasdaq: CMCSA) is a global media and technology
company with two primary businesses, Comcast Cable and NBCUniversal.
Comcast Cable is one of the nation’s largest video, high-speed internet,
and phone providers to residential customers under the XFINITY brand,
and also provides these services to businesses. It also provides
wireless and security and automation services to residential customers
under the XFINITY brand. NBCUniversal operates news, entertainment and
sports cable networks, the NBC and Telemundo broadcast networks,
television production operations, television station groups, Universal
Pictures and Universal Parks and Resorts. Visit www.comcastcorporation.com
for more information.

Cautionary Statement Concerning Forward-Looking Statements

This document contains certain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. The
information included in this document may contain statements which are,
or may be deemed to be, "forward looking statements". Such forward
looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in
which Comcast Corporation and Sky plc and their respective associated
companies will operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from
those expressed or implied by those statements.

The forward looking statements contained in this document may relate to
the financial position, business strategy, plans and objectives of
management for future operations of Comcast Corporation and Sky plc and
their respective associated companies, and other statements other than
historical facts. In some cases, these forward looking statements can be
identified by the use of forward looking terminology, including the
terms "believes", "estimates", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget", "scheduled",
"forecasts", "intends", "may", "will" or "should" or their negatives or
other variations or comparable terminology. By their nature,
forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the
future. If any one or more of these risks or uncertainties materialises
or if any one or more of the assumptions prove incorrect, actual results
may differ materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the light of
such factors. Neither Comcast Corporation nor any of its associates,
directors, officers or advisers, provides any representation, assurance
or guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this document will actually occur.
Given these risks and uncertainties, you should not place any reliance
on forward looking statements, which speak only as of the date of the
relevant document. Comcast Corporation expressly disclaims any
obligation or undertaking to update or revise any forward-looking
statement (except to the extent legally required).

Unless expressly stated otherwise, no statement contained or referred to
in this document is intended to be a profit forecast or profit estimate.

Important information for U.S. Sky shareholders

Sky is a public limited company incorporated in England. If an offer is
made for Sky, it would be made in the United States in compliance with
the applicable U.S. tender offer rules under the U.S. Securities
Exchange Act of 1934, as amended (the “U.S. Exchange Act”), including
Regulation 14E thereunder, and otherwise in accordance with the
requirements of English law. Accordingly, any offer will be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, the offer timetable, settlement procedures and timing
of payments that are different from those applicable under U.S. domestic
tender offer law and practice. Sky’s financial information, including
any included in any offer documentation, will not have been prepared in
accordance with U.S. GAAP, or derived therefrom, and may therefore
differ from, and not be comparable with, financial information of U.S.
companies.

Comcast and its affiliates or brokers (acting as agents for Comcast or
its affiliates, as applicable) may from time to time, and other than
pursuant to any offer for Sky that is commenced, directly or indirectly,
purchase, or arrange to purchase outside the United States, shares in
Sky or any securities that are convertible into, exchangeable for or
exercisable for such shares before or during the period in which any
offer remains open for acceptance, to the extent permitted by, and in
compliance with, Rule 14e-5 under the U.S. Exchange Act and in
compliance with the Code. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated
prices. Information about any such purchases or arrangements to purchase
that is made public in accordance with English law and practice will be
available to all investors (including in the United States) via the
Regulatory News Service on www.londonstockexchange.com.

If any offer for Sky is consummated, the transaction may have
consequences under U.S. federal income tax and applicable U.S. state and
local, as well as foreign and other, tax laws for Sky shareholders. Each
shareholder is urged to consult his or her independent professional
adviser regarding the tax consequences of any offer.

# # #

Not for release, publication or distribution, directly or indirectly, in
whole or in part in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of that
jurisdiction.

This announcement is not an announcement of a firm intention to make an
offer under Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”)
and there can be no certainty that an offer will be made.

This announcement is not intended to and does not constitute an offer to
buy or the solicitation of an offer to subscribe for or sell or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote in any jurisdiction.

In accordance with Rule 26.1 of the Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on Comcast’s website at www.comcastcorporation.com.
The content of this website is not incorporated into, and does not form
part of, this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely
to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following
the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when
the offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.